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Compliance Requirements under the Act

1. Authentication of Registers maintained u/s 88 (Section 88, Rule 8 of The Companies (Management and Administration) Rules, 2014)

(1) Entries made in Registers u/s 88 to be authenticated by the Company Secretary of the company or by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.

(2)The entries in the foreign register shall be authenticated by the company secretary of the company or person authorised by the Board by appending his signature to each entry.

2. Entries made in foreign register to be transmitted to its registered office in India (Section 88, Rule 7(8), (11) of The Companies (Management and Administration) Rules, 2014)

The company shall—

(a) transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and

(b) keep at such office a duplicate register of every foreign register duly entered up from time to time.

Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register. The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.

3. Maintenance of Register of Members under Section 88 (Section 88, Rule 5 of the Companies (Management and Administration) Rules, 2014)

•  The entries in the Register of Members shall be made within seven days after the Board of Directors or its committee approves the allotment or transfer of shares / debentures / other securities.
• The Register to be maintained at the registered office unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside.

Note – Now with demat of shares by Private Company (non-small), including wholly owned subs & Sec 8 Company with share capital, we can say that the requirement of this Section is complied with by RTA

4. Notice of situation of office-Foreign Reg. of Members/Debentures/Others/ BO Residing out of India (Section 88, Rule 7 of The Companies (Management and Administration) Rules, 2014)

The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.MGT.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.

5. Place of keeping and Inspection of Registers, Returns, etc. (Section 94, Rule 14, 15, 16 of The Companies (Management and Administration) Rules, 2014)

• The registers under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company. Provided that they may also be kept at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside, if approved by a special resolution passed at a general meeting of the company. The register of members along with the index shall be preserved permanently.

• The register of debenture holders or any other security holders along with the index and copies of annual return along with annexures shall be preserved for a period of eight years from the date of redemption of debentures or securities and from the date of filing with the Registrar respectively.

• The foreign register of members shall be preserved permanently, unless it is discontinued and all the entries are transferred to any other foreign register or to the principal register. Foreign register of debenture holders or any other security holders shall be preserved for a period of eight years from the date of redemption of such debentures or securities.

• The Registers shall be open for inspection during business hours, at such reasonable time (not less than 2 hours) on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

• Any such member, debenture holder, security holder or beneficial owner or any other person may require a copy of any such register or entries therein or return on payment of such fee as may be specified in the articles of association of the company but not exceeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of such fee.

6. Register of contracts or arrangements in which Directors are interested (Section 189, Rule 16 of The Companies (Meetings of Board and its Powers) Rules, 2014)

• Every company shall keep one or more registers giving separately the particulars of all contracts or arrangements to which sub-section (2) of section 184 or section 188 applies and after entering the particulars, such register or registers shall be placed before the next meeting of the Board and signed by all the Directors present at the meeting.

• This provision applies to all types of companies except it will apply on Section 8 Company only to the extent where the value the contract or arrangement exceeds one lakh rupees.

• Every director or key managerial personnel shall, within a period of thirty days of his appointment, or relinquishment of his office disclose to the company the particulars specified in Section 184(1) relating to his concern or interest in the other associations which are required to be included in the register under that sub-section or such other information relating to himself as may be prescribed.

Nothing contained in the Section will apply to any contract or arrangement:

(a) for the sale, purchase or supply of any goods, materials or services if the value of such goods and materials or the cost of such services does not exceed five lakh rupees in the aggregate in any year; or

(b) by a banking company for the collection of bills in the ordinary course of its business

7. Register of Directors and key management personnel and their shareholding (Section 170, Rule 17 of The Companies (Appointment and Qualifications of Directors) Rules, 2014)

Every company shall keep at its registered office a register containing such particulars of its Directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies.

8. Register of Loans and investments (Section 186(9), Rule 12 of The Companies (Meetings of Board and its Powers) Rules, 2014)

Every company giving loan or giving a guarantee or providing security or making an acquisition under this section shall keep a register in Form MBP 2 which shall contain such particulars as may be prescribed. Register to be kept at the registered office of the company and shall be open for inspection at such office and extracts may be taken therefrom by any member, and copies thereof may be furnished to any member of the company on payment of such fees as may be prescribed.

Register to be kept at registered office of company and shall be open for inspection and extracts may be taken therefrom by any member, and copies may be furnished to any member of company on payment of prescribed fees.

Nothing contained in this section shall apply—

(a) to a loan made, guarantee given or security provided by a banking company or an insurance company or a housing finance company in the ordinary course of its business or a company engaged in the business of financing of companies or of providing infrastructural facilities;

(b) to any investment—

(i) made by an investment company;

(ii) made in shares allotted in pursuance of clause (a) of sub-section (1) of section 62 or in shares allotted in pursuance of rights issues made by a body corporate;

(iii) made, in respect of investment or lending activities, by a non-banking financial company registered under Chapter III-B of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities

9. Register of Members (Section 88, Rule 3, 4, 5, 6, 7, 30 of the Companies (Management and Administration) Rules, 2014)

• Every company shall keep and maintain the following registers along with Index :—

(a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;

(b) register of debenture-holders (Form MGT 2); and

(c) register of any other security holders (Form MGT 2).

• The register and index of beneficial owners maintained by a depository shall be deemed to be corresponding register.

• A company may, if so authorized by its articles, keep in any country outside India, a “foreign register” containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.

• The maintenance of index is not necessary in case the number of members is less than fifty.

Note – Now with Demat of shares by Private company (non-small), including wholly owned subs & Sec 8 company with share capital, we can say that the requirement of Maintenance of Reg. of Members is complied with by RTA